☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Rhode Island
|
05-0155090
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
1027 Newport Avenue
|
|
|
Pawtucket,
|
Rhode Island
|
02861
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.50 par value per share
|
HAS
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
x
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
September 29,
2019 |
|
September 30,
2018 |
|
December 30,
2018 |
||||
ASSETS
|
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,060,432
|
|
|
907,107
|
|
|
1,182,371
|
|
Accounts receivable, less allowance for doubtful accounts of $18,200
$96,000 and $9,100
|
1,416,879
|
|
|
1,391,242
|
|
|
1,188,052
|
|
|
Inventories
|
589,132
|
|
|
610,918
|
|
|
443,383
|
|
|
Prepaid expenses and other current assets
|
346,687
|
|
|
283,183
|
|
|
268,698
|
|
|
Total current assets
|
3,413,130
|
|
|
3,192,450
|
|
|
3,082,504
|
|
|
Property, plant and equipment, less accumulated depreciation of $496,700
$452,000 and $462,700
|
371,881
|
|
|
255,150
|
|
|
256,473
|
|
|
Other assets
|
|
|
|
|
|
||||
Goodwill
|
485,042
|
|
|
572,387
|
|
|
485,881
|
|
|
Other intangible assets, net of accumulated amortization of $771,700
$924,700 and $721,700
|
658,350
|
|
|
732,235
|
|
|
693,842
|
|
|
Other
|
626,221
|
|
|
743,107
|
|
|
744,288
|
|
|
Total other assets
|
1,769,613
|
|
|
2,047,729
|
|
|
1,924,011
|
|
|
Total assets
|
$
|
5,554,624
|
|
|
5,495,329
|
|
|
5,262,988
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||||
Short-term borrowings
|
$
|
7,903
|
|
|
20,307
|
|
|
9,740
|
|
Accounts payable
|
501,136
|
|
|
458,808
|
|
|
333,521
|
|
|
Accrued liabilities
|
957,696
|
|
|
842,808
|
|
|
931,063
|
|
|
Total current liabilities
|
1,466,735
|
|
|
1,321,923
|
|
|
1,274,324
|
|
|
Long-term debt
|
1,696,204
|
|
|
1,694,721
|
|
|
1,695,092
|
|
|
Other liabilities
|
550,778
|
|
|
591,404
|
|
|
539,086
|
|
|
Total liabilities
|
3,713,717
|
|
|
3,608,048
|
|
|
3,508,502
|
|
|
Shareholders' equity
|
|
|
|
|
|
||||
Preference stock of $2.50 par value. Authorized 5,000,000 shares; none issued
|
—
|
|
|
—
|
|
|
—
|
|
|
Common stock of $0.50 par value. Authorized 600,000,000 shares; issued 209,694,630 at September 29, 2019, September 30, 2018, and December 30, 2018
|
104,847
|
|
|
104,847
|
|
|
104,847
|
|
|
Additional paid-in capital
|
1,301,366
|
|
|
1,282,405
|
|
|
1,275,059
|
|
|
Retained earnings
|
4,180,331
|
|
|
4,254,919
|
|
|
4,184,374
|
|
|
Accumulated other comprehensive loss
|
(185,376
|
)
|
|
(296,738
|
)
|
|
(294,514
|
)
|
|
Treasury stock, at cost; 83,442,005 shares at September 29, 2019; 82,979,119 shares at September 30, 2018; and 83,565,598 shares at December 30, 2018
|
(3,560,261
|
)
|
|
(3,458,152
|
)
|
|
(3,515,280
|
)
|
|
Total shareholders' equity
|
1,840,907
|
|
|
1,887,281
|
|
|
1,754,486
|
|
|
Total liabilities and shareholders' equity
|
$
|
5,554,624
|
|
|
5,495,329
|
|
|
5,262,988
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||
Net revenues
|
$
|
1,575,173
|
|
|
1,569,686
|
|
|
$
|
3,292,220
|
|
|
3,190,485
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
627,119
|
|
|
655,597
|
|
|
1,230,800
|
|
|
1,249,090
|
|
||
Royalties
|
128,008
|
|
|
105,265
|
|
|
258,957
|
|
|
240,962
|
|
||
Product development
|
67,354
|
|
|
65,807
|
|
|
189,246
|
|
|
183,050
|
|
||
Advertising
|
140,256
|
|
|
134,384
|
|
|
309,659
|
|
|
290,001
|
|
||
Amortization of intangibles
|
11,814
|
|
|
8,841
|
|
|
35,445
|
|
|
19,873
|
|
||
Program production cost amortization
|
28,028
|
|
|
14,088
|
|
|
58,105
|
|
|
33,419
|
|
||
Selling, distribution and administration
|
275,384
|
|
|
272,368
|
|
|
748,338
|
|
|
853,585
|
|
||
Total costs and expenses
|
1,277,963
|
|
|
1,256,350
|
|
|
2,830,550
|
|
|
2,869,980
|
|
||
Operating profit
|
297,210
|
|
|
313,336
|
|
|
461,670
|
|
|
320,505
|
|
||
Non-operating (income) expense:
|
|
|
|
|
|
|
|
||||||
Interest expense
|
22,764
|
|
|
22,779
|
|
|
67,096
|
|
|
68,391
|
|
||
Interest income
|
(5,485
|
)
|
|
(4,671
|
)
|
|
(19,164
|
)
|
|
(17,227
|
)
|
||
Other expense (income), net
|
20,185
|
|
|
(566
|
)
|
|
118,289
|
|
|
(6,189
|
)
|
||
Total non-operating expense, net
|
37,464
|
|
|
17,542
|
|
|
166,221
|
|
|
44,975
|
|
||
Earnings before income taxes
|
259,746
|
|
|
295,794
|
|
|
295,449
|
|
|
275,530
|
|
||
Income tax expense
|
46,797
|
|
|
31,933
|
|
|
42,340
|
|
|
63,862
|
|
||
Net earnings
|
$
|
212,949
|
|
|
263,861
|
|
|
$
|
253,109
|
|
|
211,668
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.68
|
|
|
2.08
|
|
|
$
|
2.00
|
|
|
1.68
|
|
Diluted
|
$
|
1.67
|
|
|
2.06
|
|
|
$
|
1.99
|
|
|
1.67
|
|
Cash dividends declared per common share
|
$
|
0.68
|
|
|
0.63
|
|
|
$
|
2.04
|
|
|
1.89
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||
Net earnings
|
$
|
212,949
|
|
|
263,861
|
|
|
$
|
253,109
|
|
|
211,668
|
|
Other comprehensive earnings:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(16,447
|
)
|
|
(6,762
|
)
|
|
(6,120
|
)
|
|
(44,560
|
)
|
||
Unrealized holding (losses) gains on available-for-sale securities, net of tax
|
(155
|
)
|
|
(617
|
)
|
|
400
|
|
|
(673
|
)
|
||
Net gains on cash flow hedging activities, net of tax
|
9,514
|
|
|
5,323
|
|
|
14,027
|
|
|
23,765
|
|
||
Changes in unrecognized pension amounts, net of tax
|
—
|
|
|
—
|
|
|
19,589
|
|
|
(26,058
|
)
|
||
Reclassifications to earnings, net of tax:
|
|
|
|
|
|
|
|
||||||
Net (gains) losses on cash flow hedging activities
|
(5,392
|
)
|
|
(1,672
|
)
|
|
(10,188
|
)
|
|
5,318
|
|
||
Amortization of unrecognized pension and postretirement amounts
|
279
|
|
|
2,066
|
|
|
5,578
|
|
|
6,398
|
|
||
Settlement of U.S. defined benefit plan
|
—
|
|
|
—
|
|
|
85,852
|
|
|
—
|
|
||
Total other comprehensive earnings (loss), net of tax
|
(12,201
|
)
|
|
(1,662
|
)
|
|
109,138
|
|
|
(35,810
|
)
|
||
Comprehensive earnings
|
$
|
200,748
|
|
|
262,199
|
|
|
$
|
362,247
|
|
|
175,858
|
|
|
Nine Months Ended
|
|||||
|
September 29,
2019 |
|
September 30,
2018 |
|||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings
|
$
|
253,109
|
|
|
211,668
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
Depreciation of plant and equipment
|
101,016
|
|
|
104,915
|
|
|
Amortization of intangibles
|
35,445
|
|
|
19,873
|
|
|
Program production cost amortization
|
58,105
|
|
|
33,419
|
|
|
Deferred income taxes
|
(27,974
|
)
|
|
(7,189
|
)
|
|
Stock-based compensation
|
24,787
|
|
|
35,823
|
|
|
Non-cash pension settlement
|
110,777
|
|
|
—
|
|
|
Other non-cash items
|
13,347
|
|
|
(12,124
|
)
|
|
Change in operating assets and liabilities net of acquired balances:
|
|
|
|
|||
Increase in accounts receivable
|
(236,010
|
)
|
|
(9,252
|
)
|
|
Increase in inventories
|
(154,476
|
)
|
|
(197,253
|
)
|
|
Decrease (increase) in prepaid expenses and other current assets
|
2,440
|
|
|
(52,005
|
)
|
|
Program production costs, net of tax rebates received
|
(43,857
|
)
|
|
(95,724
|
)
|
|
Increase in accounts payable and accrued liabilities
|
236,777
|
|
|
124,755
|
|
|
Change in net deemed repatriation tax
|
(14,550
|
)
|
|
18,074
|
|
|
Other
|
30,632
|
|
|
(234
|
)
|
|
Net cash provided by operating activities
|
389,568
|
|
|
174,746
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
Additions to property, plant and equipment
|
(90,800
|
)
|
|
(104,015
|
)
|
|
Acquisitions
|
—
|
|
|
(155,451
|
)
|
|
Other
|
4,340
|
|
|
8,587
|
|
|
Net cash utilized by investing activities
|
(86,460
|
)
|
|
(250,879
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|||
Net repayments of other short-term borrowings
|
(1,425
|
)
|
|
(131,629
|
)
|
|
Purchases of common stock
|
(60,137
|
)
|
|
(187,850
|
)
|
|
Stock-based compensation transactions
|
29,737
|
|
|
28,827
|
|
|
Dividends paid
|
(250,760
|
)
|
|
(229,562
|
)
|
|
Payments related to tax withholding for share-based compensation
|
(13,061
|
)
|
|
(58,336
|
)
|
|
Deferred acquisition payments
|
(100,000
|
)
|
|
—
|
|
|
Debt acquisition costs
|
(21,534
|
)
|
|
—
|
|
|
Net cash utilized by financing activities
|
(417,180
|
)
|
|
(578,550
|
)
|
|
Effect of exchange rate changes on cash
|
(7,867
|
)
|
|
(19,444
|
)
|
|
Decrease in cash and cash equivalents
|
(121,939
|
)
|
|
(674,127
|
)
|
|
Cash and cash equivalents at beginning of year
|
1,182,371
|
|
|
1,581,234
|
|
|
Cash and cash equivalents at end of period
|
$
|
1,060,432
|
|
|
907,107
|
|
|
|
|
|
|||
Supplemental information
|
|
|
|
|||
Cash paid during the period for:
|
|
|
|
|||
Interest
|
$
|
69,601
|
|
|
69,603
|
|
Income taxes
|
$
|
64,917
|
|
|
87,704
|
|
Quarter Ended September 29, 2019
|
|||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders'
Equity
|
||||||||||||
Balance, June 30, 2019
|
$
|
104,847
|
|
|
1,290,540
|
|
|
4,053,266
|
|
|
(173,175
|
)
|
|
(3,559,609
|
)
|
|
$
|
1,715,869
|
|
||||
Net earnings
|
—
|
|
|
—
|
|
|
212,949
|
|
|
—
|
|
|
—
|
|
|
212,949
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,201
|
)
|
|
—
|
|
|
(12,201
|
)
|
||||||
Stock-based compensation transactions
|
—
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|
2,785
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,504
|
)
|
|
(1,504
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
8,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,893
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(85,884
|
)
|
|
—
|
|
|
—
|
|
|
(85,884
|
)
|
||||||
Balance, September 29, 2019
|
$
|
104,847
|
|
|
1,301,366
|
|
|
4,180,331
|
|
|
(185,376
|
)
|
|
(3,560,261
|
)
|
|
$
|
1,840,907
|
|
||||
|
|||||||||||||||||||||||
Quarter Ended September 30, 2018
|
|||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders'
Equity
|
||||||||||||
Balance, July 1, 2018
|
104,847
|
|
|
1,263,657
|
|
|
4,070,661
|
|
|
(295,076
|
)
|
|
(3,377,339
|
)
|
|
1,766,750
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
263,861
|
|
|
—
|
|
|
—
|
|
|
263,861
|
|
||||||
Issuance of shares for Saban purchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,662
|
)
|
|
—
|
|
|
(1,662
|
)
|
||||||
Stock-based compensation transactions
|
—
|
|
|
6,470
|
|
|
—
|
|
|
—
|
|
|
(1,358
|
)
|
|
5,112
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,455
|
)
|
|
(79,455
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
12,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,278
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(79,603
|
)
|
|
—
|
|
|
—
|
|
|
(79,603
|
)
|
||||||
Balance, September 30, 2018
|
$
|
104,847
|
|
|
$
|
1,282,405
|
|
|
$
|
4,254,919
|
|
|
$
|
(296,738
|
)
|
|
$
|
(3,458,152
|
)
|
|
$
|
1,887,281
|
|
Nine Months Ended September 29, 2019
|
|||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders'
Equity
|
||||||||||||
Balance, December 30, 2018
|
$
|
104,847
|
|
|
1,275,059
|
|
|
4,184,374
|
|
|
(294,514
|
)
|
|
(3,515,280
|
)
|
|
$
|
1,754,486
|
|
||||
Net earnings
|
—
|
|
|
—
|
|
|
253,109
|
|
|
—
|
|
|
—
|
|
|
253,109
|
|
||||||
Other comprehensive earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
109,138
|
|
|
—
|
|
|
109,138
|
|
||||||
Stock-based compensation transactions
|
—
|
|
|
1,756
|
|
|
—
|
|
|
—
|
|
|
14,920
|
|
|
16,676
|
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,137
|
)
|
|
(60,137
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
24,551
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
24,787
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(257,152
|
)
|
|
—
|
|
|
—
|
|
|
(257,152
|
)
|
||||||
Balance, September 29, 2019
|
$
|
104,847
|
|
|
1,301,366
|
|
|
4,180,331
|
|
|
(185,376
|
)
|
|
(3,560,261
|
)
|
|
$
|
1,840,907
|
|
||||
|
|||||||||||||||||||||||
Nine Months Ended September 30, 2018
|
|||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders'
Equity
|
||||||||||||
Balance, December 31, 2017
|
104,847
|
|
|
1,050,605
|
|
|
4,260,222
|
|
|
(239,425
|
)
|
|
(3,346,292
|
)
|
|
1,829,957
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
211,668
|
|
|
—
|
|
|
—
|
|
|
211,668
|
|
||||||
Impact of adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
21,503
|
|
|
(21,503
|
)
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares for Saban purchase
|
—
|
|
|
198,853
|
|
|
—
|
|
|
—
|
|
|
81,544
|
|
|
280,397
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,810
|
)
|
|
—
|
|
|
(35,810
|
)
|
||||||
Stock-based compensation transactions
|
—
|
|
|
(2,660
|
)
|
|
—
|
|
|
—
|
|
|
(1,272
|
)
|
|
(3,932
|
)
|
||||||
Purchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192,348
|
)
|
|
(192,348
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
35,607
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
35,823
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(238,474
|
)
|
|
—
|
|
|
—
|
|
|
(238,474
|
)
|
||||||
Balance, September 30, 2018
|
$
|
104,847
|
|
|
$
|
1,282,405
|
|
|
$
|
4,254,919
|
|
|
$
|
(296,738
|
)
|
|
$
|
(3,458,152
|
)
|
|
$
|
1,887,281
|
|
|
2019
|
|
2018
|
|||||||||
Quarter
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|||||
Net earnings
|
$
|
212,949
|
|
|
212,949
|
|
|
263,861
|
|
|
263,861
|
|
|
|
|
|
|
|
|
|
|||||
Average shares outstanding
|
126,453
|
|
|
126,453
|
|
|
127,161
|
|
|
127,161
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||
Options and other share-based awards
|
—
|
|
|
751
|
|
|
—
|
|
|
731
|
|
|
Equivalent Shares
|
126,453
|
|
|
127,204
|
|
|
127,161
|
|
|
127,892
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings per common share
|
$
|
1.68
|
|
|
1.67
|
|
|
2.08
|
|
|
2.06
|
|
|
2019
|
|
2018
|
|||||||||
Nine Months
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|||||
Net earnings
|
$
|
253,109
|
|
|
253,109
|
|
|
211,668
|
|
|
211,668
|
|
|
|
|
|
|
|
|
|
|||||
Average shares outstanding
|
126,356
|
|
|
126,356
|
|
|
125,982
|
|
|
125,982
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||
Options and other share-based awards
|
—
|
|
|
600
|
|
|
—
|
|
|
792
|
|
|
Equivalent Shares
|
126,356
|
|
|
126,956
|
|
|
125,982
|
|
|
126,774
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings per common share
|
$
|
2.00
|
|
|
1.99
|
|
|
1.68
|
|
|
1.67
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
|||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
|||||
|
|
|
|
|
|
|
|
|||||
Other comprehensive earnings (loss), tax effect:
|
|
|
|
|
|
|
|
|||||
Tax benefit (expense) on unrealized holding gains (losses)
|
$
|
46
|
|
|
179
|
|
|
(116
|
)
|
|
195
|
|
Tax (expense) benefit on cash flow hedging activities
|
(570
|
)
|
|
(73
|
)
|
|
(524
|
)
|
|
238
|
|
|
Tax (expense) benefit on changes in unrecognized pension amounts
|
—
|
|
|
—
|
|
|
(5,687
|
)
|
|
7,565
|
|
|
Reclassifications to earnings, tax effect:
|
|
|
|
|
|
|
|
|||||
Tax expense on cash flow hedging activities
|
703
|
|
|
1,015
|
|
|
1,237
|
|
|
107
|
|
|
Tax benefit on unrecognized pension and postretirement amounts reclassified to the consolidated statements of operations
|
(80
|
)
|
|
(600
|
)
|
|
(1,619
|
)
|
|
(1,857
|
)
|
|
Tax benefit on settlement of U.S defined benefit plan
|
—
|
|
|
—
|
|
|
(24,925
|
)
|
|
—
|
|
|
Total tax effect on other comprehensive earnings (loss)
|
$
|
99
|
|
|
521
|
|
|
(31,634
|
)
|
|
6,248
|
|
|
Pension and
Postretirement
Amounts
|
|
Gains
(Losses) on
Derivative
Instruments
|
|
Unrealized
Holding
Gains
(Losses) on
Available-
for-Sale
Securities
|
|
Foreign
Currency
Translation
Adjustments
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 30, 2018
|
$
|
(143,134
|
)
|
|
1,549
|
|
|
(744
|
)
|
|
(152,185
|
)
|
|
(294,514
|
)
|
Current period other comprehensive earnings (loss)
|
111,019
|
|
|
3,839
|
|
|
400
|
|
|
(6,120
|
)
|
|
109,138
|
|
|
Balance at September 29, 2019
|
$
|
(32,115
|
)
|
|
5,388
|
|
|
(344
|
)
|
|
(158,305
|
)
|
|
(185,376
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
$
|
(110,971
|
)
|
|
(32,827
|
)
|
|
1,034
|
|
|
(96,661
|
)
|
|
(239,425
|
)
|
Adoption of ASU 2018-02
|
(18,065
|
)
|
|
(3,660
|
)
|
|
222
|
|
|
—
|
|
|
(21,503
|
)
|
|
Current period other comprehensive earnings (loss)
|
(19,660
|
)
|
|
29,083
|
|
|
(673
|
)
|
|
(44,560
|
)
|
|
(35,810
|
)
|
|
Balance at September 30, 2018
|
$
|
(148,696
|
)
|
|
(7,404
|
)
|
|
583
|
|
|
(141,221
|
)
|
|
(296,738
|
)
|
|
September 29, 2019
|
|
September 30, 2018
|
|
December 30, 2018
|
|||||||||||||
|
Carrying
Cost
|
|
Fair
Value
|
|
Carrying
Cost
|
|
Fair
Value
|
|
Carrying
Cost
|
|
Fair
Value
|
|||||||
6.35% Notes Due 2040
|
$
|
500,000
|
|
|
587,850
|
|
|
500,000
|
|
|
546,450
|
|
|
500,000
|
|
|
535,000
|
|
3.50% Notes Due 2027
|
500,000
|
|
|
511,200
|
|
|
500,000
|
|
|
466,350
|
|
|
500,000
|
|
|
457,350
|
|
|
5.10% Notes Due 2044
|
300,000
|
|
|
310,080
|
|
|
300,000
|
|
|
285,390
|
|
|
300,000
|
|
|
272,640
|
|
|
3.15% Notes Due 2021
|
300,000
|
|
|
303,300
|
|
|
300,000
|
|
|
297,720
|
|
|
300,000
|
|
|
297,600
|
|
|
6.60% Debentures Due 2028
|
109,895
|
|
|
133,555
|
|
|
109,895
|
|
|
124,698
|
|
|
109,895
|
|
|
123,346
|
|
|
Total long-term debt
|
$
|
1,709,895
|
|
|
1,845,985
|
|
|
1,709,895
|
|
|
1,720,608
|
|
|
1,709,895
|
|
|
1,685,936
|
|
Less: Deferred debt expenses
|
13,691
|
|
|
—
|
|
|
15,174
|
|
|
—
|
|
|
14,803
|
|
|
—
|
|
|
Long-term debt
|
$
|
1,696,204
|
|
|
1,845,985
|
|
|
1,694,721
|
|
|
1,720,608
|
|
|
1,695,092
|
|
|
1,685,936
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
Fair
Value
|
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
September 29, 2019
|
|
|
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|||||
Available-for-sale securities
|
$
|
1,148
|
|
|
1,148
|
|
|
—
|
|
|
—
|
|
Derivatives
|
54,030
|
|
|
—
|
|
|
54,030
|
|
|
—
|
|
|
Total assets
|
$
|
55,178
|
|
|
1,148
|
|
|
54,030
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|||||
Derivatives
|
$
|
11,508
|
|
|
—
|
|
|
11,508
|
|
|
—
|
|
Option agreement
|
22,196
|
|
|
—
|
|
|
—
|
|
|
22,196
|
|
|
Total liabilities
|
$
|
33,704
|
|
|
—
|
|
|
11,508
|
|
|
22,196
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2018
|
|
|
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|||||
Available-for-sale securities
|
$
|
2,346
|
|
|
2,346
|
|
|
—
|
|
|
—
|
|
Derivatives
|
20,079
|
|
|
—
|
|
|
20,079
|
|
|
—
|
|
|
Total assets
|
$
|
22,425
|
|
|
2,346
|
|
|
20,079
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|||||
Derivatives
|
$
|
2,113
|
|
|
—
|
|
|
2,113
|
|
|
—
|
|
Option agreement
|
23,460
|
|
|
—
|
|
|
—
|
|
|
23,460
|
|
|
Total liabilities
|
$
|
25,573
|
|
|
—
|
|
|
2,113
|
|
|
23,460
|
|
|
|
|
|
|
|
|
|
|||||
December 30, 2018
|
|
|
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|||||
Available-for-sale securities
|
$
|
914
|
|
|
914
|
|
|
—
|
|
|
—
|
|
Derivatives
|
26,076
|
|
|
—
|
|
|
26,076
|
|
|
—
|
|
|
Total assets
|
$
|
26,990
|
|
|
914
|
|
|
26,076
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|||||
Derivatives
|
$
|
1,610
|
|
|
—
|
|
|
1,610
|
|
|
—
|
|
Option agreement
|
23,440
|
|
|
—
|
|
|
—
|
|
|
23,440
|
|
|
Total Liabilities
|
$
|
25,050
|
|
|
—
|
|
|
1,610
|
|
|
23,440
|
|
|
2019
|
|
2018
|
|||
Balance at beginning of year
|
$
|
(23,440
|
)
|
|
(23,980
|
)
|
Gain from change in fair value
|
1,244
|
|
|
520
|
|
|
Balance at end of third quarter
|
$
|
(22,196
|
)
|
|
(23,460
|
)
|
|
Quarter Ended
|
|||||||||||
|
Pension
|
|
Postretirement
|
|||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
|||||
Service cost
|
$
|
325
|
|
|
678
|
|
|
311
|
|
|
189
|
|
Interest cost
|
821
|
|
|
3,997
|
|
|
316
|
|
|
292
|
|
|
Expected return on assets
|
(476
|
)
|
|
(5,190
|
)
|
|
—
|
|
|
—
|
|
|
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net amortization and deferrals
|
598
|
|
|
2,971
|
|
|
5
|
|
|
42
|
|
|
Net periodic benefit cost
|
$
|
1,268
|
|
|
2,456
|
|
|
632
|
|
|
523
|
|
|
Nine Months Ended
|
||||||||||
|
Pension
|
|
Postretirement
|
||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||
Service cost
|
2,170
|
|
|
2,030
|
|
|
667
|
|
|
566
|
|
Interest cost
|
7,939
|
|
|
11,993
|
|
|
948
|
|
|
877
|
|
Expected return on assets
|
(7,642
|
)
|
|
(15,569
|
)
|
|
—
|
|
|
—
|
|
Settlement
|
110,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net amortization and deferrals
|
7,906
|
|
|
8,913
|
|
|
15
|
|
|
127
|
|
Net periodic benefit cost
|
121,150
|
|
|
7,367
|
|
|
1,630
|
|
|
1,570
|
|
|
September 29, 2019
|
|
September 30, 2018
|
|
December 30, 2018
|
|||||||||||||
Hedged transaction
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|||||||
Inventory purchases
|
$
|
420,839
|
|
|
24,462
|
|
|
555,661
|
|
|
6,827
|
|
|
468,305
|
|
|
15,089
|
|
Sales
|
212,062
|
|
|
7,231
|
|
|
319,421
|
|
|
13,027
|
|
|
298,194
|
|
|
11,232
|
|
|
Royalties and Other
|
16,935
|
|
|
(137
|
)
|
|
117,534
|
|
|
(2,420
|
)
|
|
26,341
|
|
|
(304
|
)
|
|
Total
|
$
|
649,836
|
|
|
31,556
|
|
|
992,616
|
|
|
17,434
|
|
|
792,840
|
|
|
26,017
|
|
|
September 29,
2019 |
|
September 30,
2018 |
|
December 30,
2018 |
||||
Prepaid expenses and other current assets
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
22,529
|
|
|
15,414
|
|
|
21,718
|
|
Unrealized losses
|
(1,333
|
)
|
|
(4,079
|
)
|
|
(972
|
)
|
|
Net unrealized gains
|
$
|
21,196
|
|
|
11,335
|
|
|
20,746
|
|
|
|
|
|
|
|
||||
Other assets
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
10,609
|
|
|
9,591
|
|
|
6,173
|
|
Unrealized losses
|
(249
|
)
|
|
(1,455
|
)
|
|
(843
|
)
|
|
Net unrealized gains
|
$
|
10,360
|
|
|
8,136
|
|
|
5,330
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
—
|
|
|
596
|
|
|
77
|
|
Unrealized losses
|
—
|
|
|
(1,182
|
)
|
|
(136
|
)
|
|
Net unrealized losses
|
$
|
—
|
|
|
(586
|
)
|
|
(59
|
)
|
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
—
|
|
|
1,035
|
|
|
—
|
|
Unrealized losses
|
—
|
|
|
(2,486
|
)
|
|
—
|
|
|
Net unrealized losses
|
$
|
—
|
|
|
(1,451
|
)
|
|
—
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
|||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
|||||
Statements of Operations Classification
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
$
|
4,678
|
|
|
3,358
|
|
|
9,278
|
|
|
(1,483
|
)
|
Net revenues
|
1,889
|
|
|
1,328
|
|
|
3,366
|
|
|
2,090
|
|
|
Other
|
(23
|
)
|
|
(17
|
)
|
|
129
|
|
|
(101
|
)
|
|
Net realized gains
|
$
|
6,544
|
|
|
4,669
|
|
|
12,773
|
|
|
506
|
|
|
September 29,
2019 |
|
September 30,
2018 |
|
December 30,
2018 |
||||
Prepaid expenses and other current assets
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
2,630
|
|
|
2,060
|
|
|
—
|
|
Unrealized losses
|
(301
|
)
|
|
(1,452
|
)
|
|
—
|
|
|
Net unrealized gains
|
$
|
2,329
|
|
|
608
|
|
|
—
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
|
|
|
|
|
||||
Unrealized gains
|
$
|
164
|
|
|
12
|
|
|
1,269
|
|
Unrealized losses
|
(203
|
)
|
|
(33
|
)
|
|
(2,820
|
)
|
|
Net unrealized losses
|
$
|
(39
|
)
|
|
(21
|
)
|
|
(1,551
|
)
|
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
|
|
||||
Unrealized gains
|
—
|
|
|
30
|
|
|
—
|
|
|
Unrealized losses
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
Net unrealized losses
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
|
|
|
|
|
|
||||
Total unrealized (losses) gains, net
|
$
|
2,290
|
|
|
532
|
|
|
(1,551
|
)
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||
|
September 29,
2019 |
|
September 29,
2019 |
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
9,003
|
|
|
$
|
27,817
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Operating leases
|
$
|
1,363
|
|
|
$
|
25,622
|
|
|
|
|
|
||||
Weighted Average Remaining Lease Term
|
|
|
|
||||
Operating leases
|
|
|
|
6.4 years
|
|
||
Weighted Average Discount Rate
|
|
|
|
||||
Operating leases
|
|
|
|
4.5
|
%
|
||
|
|
|
|
|
September 29,
2019 |
||
2019 (excluding the nine months ended September 29, 2019)
|
$
|
8,969
|
|
2020
|
33,876
|
|
|
2021
|
29,248
|
|
|
2022
|
27,012
|
|
|
2023
|
21,918
|
|
|
2024 and thereafter
|
45,288
|
|
|
Total future lease payments
|
166,311
|
|
|
Less imputed interest
|
21,856
|
|
|
Present value of future operating lease payments
|
144,455
|
|
|
Less current portion of operating lease liabilities (1)
|
29,489
|
|
|
Non-current operating lease liability (2)
|
114,966
|
|
|
Operating lease right-of-use assets, net (3)
|
$
|
127,005
|
|
|
Quarter Ended
|
|||||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|||||||||
Net revenues
|
External
|
|
Affiliate
|
|
External
|
|
Affiliate
|
|||||
U.S. and Canada
|
$
|
898,269
|
|
|
2,535
|
|
|
912,179
|
|
|
2,364
|
|
International
|
561,137
|
|
|
—
|
|
|
560,704
|
|
|
2
|
|
|
Entertainment, Licensing and Digital
|
115,766
|
|
|
3,849
|
|
|
96,803
|
|
|
4,712
|
|
|
Global Operations (a)
|
1
|
|
|
538,817
|
|
|
—
|
|
|
557,049
|
|
|
Corporate and Eliminations (b)
|
—
|
|
|
(545,201
|
)
|
|
—
|
|
|
(564,127
|
)
|
|
|
$
|
1,575,173
|
|
|
—
|
|
|
1,569,686
|
|
|
—
|
|
|
Nine Months Ended
|
|||||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|||||||||
Net revenues
|
External
|
|
Affiliate
|
|
External
|
|
Affiliate
|
|||||
U.S. and Canada
|
$
|
1,766,649
|
|
|
7,379
|
|
|
1,714,536
|
|
|
7,093
|
|
International
|
1,221,224
|
|
|
186
|
|
|
1,229,093
|
|
|
290
|
|
|
Entertainment, Licensing and Digital
|
304,266
|
|
|
7,989
|
|
|
246,747
|
|
|
11,378
|
|
|
Global Operations (a)
|
81
|
|
|
1,088,860
|
|
|
109
|
|
|
1,152,851
|
|
|
Corporate and Eliminations (b)
|
—
|
|
|
(1,104,414
|
)
|
|
—
|
|
|
(1,171,612
|
)
|
|
|
$
|
3,292,220
|
|
|
—
|
|
|
3,190,485
|
|
|
—
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
Operating profit (loss)
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||||
U.S. and Canada
|
$
|
193,686
|
|
|
$
|
223,061
|
|
|
$
|
313,795
|
|
|
$
|
269,539
|
|
International
|
67,238
|
|
|
66,274
|
|
|
51,410
|
|
|
10,359
|
|
||||
Entertainment, Licensing and Digital
|
24,594
|
|
|
37,113
|
|
|
62,550
|
|
|
76,016
|
|
||||
Global Operations (a)
|
11,074
|
|
|
3,179
|
|
|
6,342
|
|
|
(4,623
|
)
|
||||
Corporate and Eliminations (b)
|
618
|
|
|
(16,291
|
)
|
|
27,573
|
|
|
(30,786
|
)
|
||||
|
$
|
297,210
|
|
|
$
|
313,336
|
|
|
$
|
461,670
|
|
|
$
|
320,505
|
|
Total assets
|
September 29,
2019 |
|
September 30,
2018 |
|
December 30,
2018 |
||||
U.S. and Canada
|
$
|
3,331,125
|
|
|
3,028,291
|
|
|
2,898,816
|
|
International
|
2,394,488
|
|
|
2,323,866
|
|
|
2,229,053
|
|
|
Entertainment, Licensing and Digital
|
1,031,906
|
|
|
890,526
|
|
|
621,595
|
|
|
Global Operations (a)
|
3,255,286
|
|
|
4,306,291
|
|
|
3,197,847
|
|
|
Corporate and Eliminations (b)
|
(4,458,181
|
)
|
|
(5,053,645
|
)
|
|
(3,684,323
|
)
|
|
|
$
|
5,554,624
|
|
|
5,495,329
|
|
|
5,262,988
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||
Europe
|
$
|
319,277
|
|
|
331,353
|
|
|
$
|
673,728
|
|
|
686,490
|
|
Latin America
|
151,987
|
|
|
145,703
|
|
|
305,106
|
|
|
308,065
|
|
||
Asia Pacific
|
89,873
|
|
|
83,648
|
|
|
242,390
|
|
|
234,538
|
|
||
Net revenues
|
$
|
561,137
|
|
|
560,704
|
|
|
$
|
1,221,224
|
|
|
1,229,093
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||||
Franchise Brands
|
$
|
779,659
|
|
|
$
|
847,745
|
|
|
$
|
1,749,948
|
|
|
$
|
1,715,986
|
|
Partner Brands
|
427,029
|
|
|
305,827
|
|
|
812,466
|
|
|
714,424
|
|
||||
Hasbro Gaming
|
232,287
|
|
|
280,832
|
|
|
463,272
|
|
|
520,334
|
|
||||
Emerging Brands
|
136,198
|
|
|
135,282
|
|
|
266,534
|
|
|
239,741
|
|
||||
Total
|
$
|
1,575,173
|
|
|
$
|
1,569,686
|
|
|
$
|
3,292,220
|
|
|
$
|
3,190,485
|
|
Remaining amounts to be paid as of December 30, 2018
|
$
|
69,192
|
|
Payments made in first quarter of 2019
|
(7,620
|
)
|
|
Payments made in the second quarter of 2019
|
(7,932
|
)
|
|
Payments made in the third quarter of 2019
|
(6,696
|
)
|
|
Remaining amounts as of September 29, 2019
|
$
|
46,944
|
|
•
|
Third quarter net revenues of $1,575.2 million increased slightly compared to $1,569.7 million in the third quarter of 2018. Excluding $20.5 million of unfavorable foreign currency translation, net revenues grew 2%.
|
•
|
Net revenues in the Entertainment, Licensing and Digital segment increased 20%, U.S. and Canada segment net revenues decreased 2% while the International segment net revenues remained flat during the third quarter of 2019 compared to the third quarter of 2018. International segment net revenues were unfavorably impacted by $19.9 million in foreign currency translation. Absent the impact of foreign exchange, International segment net revenues increased 4%.
|
•
|
Net revenues from Partner Brands increased 40%, Franchise Brands and Hasbro Gaming net revenues declined 8% and 17%, respectively, while Emerging Brands net revenues increased slightly during the third quarter of 2019 compared to the third quarter of 2018.
|
•
|
Operating profit decreased to $297.2 million, or 18.9% of net revenue, in the third quarter of 2019 compared to operating profit of $313.3 million, or 20.0% of net revenue, in the third quarter of 2018.
|
•
|
Net earnings of $212.9 million, or $1.67 per diluted share, in the third quarter of 2019 compared to net earnings of $263.9 million, or $2.06 per diluted share, in the third quarter of 2018.
|
•
|
Net earnings for the third quarter of 2019 included an unrealized foreign currency loss of $25.5 million ($20.9 million after-tax), or 0.16 per diluted share, related to a partial hedge of the British Pound purchase price of Entertainment One.
|
•
|
Net earnings for the third quarter of 2018 included a $17.3 million, or $0.14 per share tax benefit within income tax expense, from the interpretation of additional guidance released during the quarter related to U.S. tax reform.
|
•
|
Net revenues increased 3% to $3,292.2 million in first nine months of 2019 compared to $3,190.5 million in the first nine months of 2018. Excluding $65.5 million of unfavorable foreign currency translation, net revenues grew 5%.
|
•
|
Net revenues in the U.S. and Canada and Entertainment, Licensing and Digital segments increased 3% and 23%, respectively, while International segment net revenues declined 1%. International segment net revenues were unfavorably impacted by $63.4 million in foreign currency translation. Absent the impact of foreign exchange, International segment net revenues increased 5%.
|
•
|
Net revenues from Partner Brands increased 14%, Emerging Brands net revenues increased 11% and Franchise Brands net revenues increased 2%, while Hasbro Gaming net revenues declined by 11% during the first nine months of 2019 compared to the first nine months of 2018.
|
•
|
Operating profit increased to $461.7 million, or 14.0% of net revenues, in the first nine months of 2019 compared to operating profit of $320.5 million, or 10.0% of net revenues, in the first nine months of 2018.
|
•
|
Operating profit for the first nine months of 2018 was negatively impacted by pre-tax expenses of $70.4 million related to the Toys“R”Us bankruptcy and severance costs of $17.3 million associated with the Company's 2018 restructuring program.
|
•
|
Net earnings of $253.1 million, or $1.99 per diluted share, in the first nine months of 2019 compared to a net earnings of $211.7 million, or $1.67 per diluted share, in the first nine months of 2018.
|
•
|
Net earnings for the first nine months of 2019 included non-cash charges of $110.8 million ($85.9 million after-tax), or $0.68 per diluted share, related to the Company's settlement of its U.S. defined benefit pension plan liability, as well as an unrealized foreign currency loss of $25.5 million ($20.9 million after-tax), or 0.16 per diluted share, related to a partial hedge of the British Pound purchase price of Entertainment One.
|
•
|
The net earnings for the first nine months of 2018 included the pre-tax expenses of $87.7 million relating to the Toys"R"Us bankruptcy and severance costs described above ($77.1 million after-tax), as well as income tax expense of $30.5 million related to guidance issued on U.S. tax reform in 2018.
|
•
|
Issue $1.0 to $1.25 billion of Hasbro common stock
|
•
|
Issue floating rate term loans and fixed rate notes for the remaining cash consideration
|
•
|
On August 22, 2019, the Company entered into a debt commitment letter with Bank of America, N.A. (“BofA”) and BofA Securities Inc., pursuant to which BofA (and certain of its affiliates) committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to £3.6 billion to finance the cash consideration and other amounts payable in connection with the Company’s acquisition of eOne.
|
•
|
On September 20, 2019, the Company entered into a $1.0 billion Term Loan Agreement with Bank of America, N.A., as administrative agent and certain financial institutions, as lenders, pursuant to which such lenders committed to provide, contingent upon the completion of the acquisition and certain other customary conditions to funding, the Term Loan Facilities in an aggregate principal amount of up to $1.0 billion. Borrowings under the Term Loan Facilities will be used to pay a portion of the cash consideration and other amounts payable in connection with the Company’s acquisition of eOne. See further discussion in Liquidity and Capital Resources section of Item 2 as well as Footnote 1, “Basis of Presentation,” to the Consolidated Financial Statements.
|
•
|
The Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the acquisition using a series of both foreign exchange forward and option contracts. These contracts do not qualify for hedge accounting and as such, were marked to market through the Company's Consolidated Statement of Operations. The Company recorded net losses of $25.5 million on these instruments to other (income) expense, net for the quarter and nine month periods ended September 29, 2019.
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
September 29, 2019
|
|
September 30, 2018
|
||||||||
Net revenues
|
$
|
1,575.2
|
|
|
$
|
1,569.7
|
|
|
$
|
3,292.2
|
|
|
$
|
3,190.5
|
|
Operating profit
|
297.2
|
|
|
313.3
|
|
|
461.7
|
|
|
320.5
|
|
||||
Earnings before income taxes
|
259.7
|
|
|
295.8
|
|
|
295.4
|
|
|
275.5
|
|
||||
Income tax expense
|
46.8
|
|
|
31.9
|
|
|
42.3
|
|
|
63.9
|
|
||||
Net earnings
|
212.9
|
|
|
263.9
|
|
|
253.1
|
|
|
211.7
|
|
||||
Diluted earnings per share
|
1.67
|
|
|
2.06
|
|
|
1.99
|
|
|
1.67
|
|
|
Quarter Ended
|
||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
||||
Franchise Brands
|
$
|
779.7
|
|
|
847.7
|
|
|
-8
|
%
|
Partner Brands
|
427.0
|
|
|
305.8
|
|
|
40
|
%
|
|
Hasbro Gaming
|
232.3
|
|
|
280.8
|
|
|
-17
|
%
|
|
Emerging Brands
|
136.2
|
|
|
135.3
|
|
|
1
|
%
|
|
Total
|
$
|
1,575.2
|
|
|
1,569.7
|
|
|
0
|
%
|
|
Nine Months Ended
|
||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
||||
Franchise Brands
|
$
|
1,749.9
|
|
|
1,716.0
|
|
|
2
|
%
|
Partner Brands
|
812.5
|
|
|
714.4
|
|
|
14
|
%
|
|
Hasbro Gaming
|
463.3
|
|
|
520.3
|
|
|
(11
|
)%
|
|
Emerging Brands
|
266.5
|
|
|
239.7
|
|
|
11
|
%
|
|
Total
|
$
|
3,292.2
|
|
|
3,190.5
|
|
|
3
|
%
|
|
Quarter Ended
|
|
Fiscal Year
Ended
|
||||||||||||||||
|
April 1,
2018
|
|
July 1,
2018
|
|
Sept. 30,
2018
|
|
Dec. 30,
2018
|
|
Dec. 30,
2018
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. and Canada segment
|
$
|
353.9
|
|
|
$
|
448.4
|
|
|
$
|
912.2
|
|
|
$
|
661.1
|
|
|
$
|
2,375.7
|
|
Entertainment, Licensing and Digital segment
|
74.4
|
|
|
75.5
|
|
|
96.8
|
|
|
109.6
|
|
|
356.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. and Canada segment
|
$
|
(26.6
|
)
|
|
$
|
73.1
|
|
|
$
|
223.1
|
|
|
$
|
100.7
|
|
|
$
|
370.2
|
|
Entertainment, Licensing and Digital segment
|
17.1
|
|
|
21.8
|
|
|
37.1
|
|
|
(46.9
|
)
|
|
29.1
|
|
|
Quarter Ended
|
|||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
|||||
Net Revenues *
|
|
|
|
|
|
|||||
U.S. and Canada segment
|
$
|
898.3
|
|
|
$
|
912.2
|
|
|
-2
|
%
|
International segment
|
561.1
|
|
|
560.7
|
|
|
—
|
%
|
||
Entertainment, Licensing and Digital segment
|
115.8
|
|
|
96.8
|
|
|
20
|
%
|
||
|
|
|
|
|
|
|||||
Operating Profit *
|
|
|
|
|
|
|||||
U.S. and Canada segment
|
$
|
193.7
|
|
|
$
|
223.1
|
|
|
-13
|
%
|
International segment
|
67.2
|
|
|
66.3
|
|
|
1
|
%
|
||
Entertainment, Licensing and Digital segment
|
24.6
|
|
|
37.1
|
|
|
-34
|
%
|
|
Quarter Ended
|
||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
||||
Europe
|
$
|
319.3
|
|
|
331.4
|
|
|
-4
|
%
|
Latin America
|
152.0
|
|
|
145.7
|
|
|
4
|
%
|
|
Asia Pacific
|
89.9
|
|
|
83.6
|
|
|
7
|
%
|
|
Net revenues
|
$
|
561.1
|
|
|
560.7
|
|
|
—
|
%
|
|
Nine Months Ended
|
|||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
|||||
Net Revenues*
|
|
|
|
|
|
|||||
U.S. and Canada segment
|
$
|
1,766.6
|
|
|
$
|
1,714.5
|
|
|
3
|
%
|
International segment
|
1,221.2
|
|
|
1,229.1
|
|
|
-1
|
%
|
||
Entertainment, Licensing and Digital segment
|
304.3
|
|
|
246.7
|
|
|
23
|
%
|
||
|
|
|
|
|
|
|
||||
Operating Profit *
|
|
|
|
|
|
|
||||
U.S. and Canada segment
|
$
|
313.8
|
|
|
$
|
269.5
|
|
|
16
|
%
|
International segment
|
51.4
|
|
|
10.4
|
|
|
>100%
|
|
||
Entertainment, Licensing and Digital segment
|
62.6
|
|
|
76.0
|
|
|
-18
|
%
|
|
Nine Months Ended
|
||||||||
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change |
||||
Europe
|
$
|
673.7
|
|
|
686.5
|
|
|
-2
|
%
|
Latin America
|
305.1
|
|
|
308.1
|
|
|
-1
|
%
|
|
Asia Pacific
|
242.4
|
|
|
234.5
|
|
|
3
|
%
|
|
Net revenues
|
$
|
1,221.2
|
|
|
1,229.1
|
|
|
-1
|
%
|
|
Quarter Ended
|
||||
|
September 29, 2019
|
|
September 30, 2018
|
||
Cost of sales
|
39.8
|
%
|
|
41.8
|
%
|
Royalties
|
8.1
|
|
|
6.7
|
|
Product development
|
4.3
|
|
|
4.2
|
|
Advertising
|
8.9
|
|
|
8.6
|
|
Amortization of intangibles
|
0.8
|
|
|
0.6
|
|
Program production cost amortization
|
1.8
|
|
|
0.9
|
|
Selling, distribution and administration
|
17.5
|
|
|
17.4
|
|
|
Nine Months Ended
|
||||
|
September 29, 2019
|
|
September 30, 2018
|
||
Cost of sales
|
37.4
|
%
|
|
39.2
|
%
|
Royalties
|
7.9
|
|
|
7.6
|
|
Product development
|
5.7
|
|
|
5.7
|
|
Advertising
|
9.4
|
|
|
9.1
|
|
Amortization of intangibles
|
1.1
|
|
|
0.6
|
|
Program production cost amortization
|
1.8
|
|
|
1.0
|
|
Selling, distribution and administration
|
22.7
|
|
|
26.8
|
|
|
September 29, 2019
|
|
September 30, 2018
|
|
%
Change
|
||||
Cash and cash equivalents
|
$
|
1,060.4
|
|
|
907.1
|
|
|
17
|
%
|
Accounts receivable, net
|
1,416.9
|
|
|
1,391.2
|
|
|
2
|
%
|
|
Inventories
|
589.1
|
|
|
610.9
|
|
|
-4
|
%
|
|
Prepaid expenses and other current assets
|
346.7
|
|
|
283.2
|
|
|
22
|
%
|
|
Other assets
|
626.2
|
|
|
743.1
|
|
|
-16
|
%
|
|
Accounts payable and accrued liabilities
|
1,458.8
|
|
|
1,301.6
|
|
|
12
|
%
|
|
Other liabilities
|
550.8
|
|
|
591.4
|
|
|
-7
|
%
|
•
|
Decline in repayments of short-term borrowings of $130.2 million in the first nine months of 2019, compared to 2018, due to lower short-term borrowings in 2019.
|
•
|
Lower cash payments related to purchases of the Company's common stock which were $60.1 million in the first nine months of 2019 compared to $187.9 million in the first nine months of 2018.
|
•
|
Lower tax payments made to tax authorities for which shares were withheld from employees’ share-based payment awards, which were $13.1 million in the first nine months of 2019, compared to $58.3 million in 2018.
|
•
|
Higher dividends paid in the first nine months of 2019 of $250.8 million compared to $229.6 million in the first nine months of 2018 reflecting a higher dividend rate commencing with the May 2019 dividend payments.
|
•
|
During the first nine months of 2019, the Company paid $100.0 million related to the 2018 Power Rangers brand acquisition, which consisted of a $75.0 million deferred purchase price payment and $25.0 million release from escrow. There are no remaining payments due to Saban Properties related to the Power Rangers brand acquisition.
|
•
|
Debt acquisition costs of $21.5 million in the first nine months of 2019, primarily related to the Bridge Facility and the Term Loan Agreement.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
the Company’s ability to successfully develop and grow its franchise and key partner brands, which constitute a substantial majority of the Company’s total revenues;
|
•
|
the Company's ability to successfully re-imagine, re-invent and re-ignite its existing brands, products and product lines, including through the use of immersive entertainment experiences and progressive technology integrating digital and analog play, to keep them fresh and relevant and to maintain and further their success;
|
•
|
the Company's ability to successfully design, develop, produce, introduce, market and sell innovative new brands, products, product lines and entertainment offerings in a timely and cost-effective manner, which achieve and sustain interest from retailers and consumers and keep pace with changes in consumer preferences and technology and the increasing sophistication of today’s children;
|
•
|
the Company's ability to offer products that (i) expand consumer demand for its product offerings and do not significantly compete with the Company's other existing product offerings and (ii) consumers want to purchase and select over competitors' products;
|
•
|
concentration of manufacturing of the substantial majority of the Company's products by third party vendors in the People's Republic of China and the associated impact to the Company of social, economic or public health conditions and other factors affecting China, the movement of people and products into and out of China, the cost of producing products in China and the cost of exporting them to the Company's other markets or affecting the exchange rates for the Chinese Renminbi, including, without limitation, the potential application of tariffs or other trade restrictions to some or all of the goods manufactured for the Company in China and exported to other markets, which could significantly increase the price of the Company’s products and substantially harm sales if applied to any significant amount of the Company’s products;
|
•
|
the ability of the Company to successfully diversify sourcing of its products to reduce reliance on sources of supply in China, including challenges associated with identifying and onboarding new vendors who may not be as experienced as our historical vendors in producing the types of products manufactured for us and in meeting the quality and compliance needs of our products, potentially exposing us to delayed supply, increased costs or product non-compliance, as well as risks associated with sourcing products from countries where the infrastructure is not as developed as it is in eastern China;
|
•
|
the application of tariffs and other trade restrictions impacting the cost of producing our products and importing them into markets around the world for sale, which could significantly increase the price of the Company’s products and substantially harm sales, including, without limitation, through the elimination of direct import orders where our customers take ownership of products at ports near the source of supply, and the shift to domestic orders, which require us to ship the products to the market, import them and warehouse them, thus raising costs to us, delaying the time of sale, and resulting in the potential loss of some orders entirely due to lack of timely supply or other matters;
|
•
|
the ability of the Company to successfully implement actions to lessen the impact of tariffs imposed on our products, including any changes to our supply chain, logistics capabilities, sales policies or pricing of our products;
|
•
|
the success of the Company’s key partner brands, and the Company’s ability to maintain, renew and extend solid relationships with its key partners;
|
•
|
successful brand and/or product introductions from competitors that capture market share and sales from the Company;
|
•
|
the Company's ability to source and ship products in a timely and cost-effective manner and customers' and consumers' acceptance and purchase of those products in quantities and at prices that will be sufficient to profitably recover the Company's costs for developing, marketing and selling those products;
|
•
|
the Company’s ability to successfully evolve and transform its business to address a changing global consumer landscape and retail environment, one in which online shopping and digital first marketing are becoming more and more critical and traditional retailers face challenges from disintermediation, and difficulties or delays the Company may experience in successfully implementing and developing new capabilities and making the changes to its business that are required to be successful under these changing marketplace conditions;
|
•
|
recessions, other economic downturns, challenging economic conditions, unfavorable changes in exchange rates or economic uncertainty affecting one or more of the Company's significant markets including, without limitation, the U.K., Brazil and Russia, which can negatively impact the financial health of the Company's customers and consumers, and which can result in lower employment levels, consumer disposable income and consumer spending, including lower retailer inventories and spending on purchases of the Company's products;
|
•
|
currency fluctuations, including movements in foreign exchange rates, which can lower the Company's net revenues and earnings, and significantly impact the Company's costs;
|
•
|
other economic and public health conditions or regulatory changes in the markets in which the Company and its customers and suppliers operate, which could create delays or increase the Company's costs, such as higher commodity prices, labor costs or higher transportation costs, or outbreaks of diseases;
|
•
|
other risks associated with international operations, including in emerging markets which have unique consumer preferences and business climates;
|
•
|
delays, increased costs, lack of consumer acceptance or other difficulties associated with the development and offering of our or our partners' entertainment, digital or media initiatives;
|
•
|
the risk that the market appeal of the Company's licensed products will be less than expected or that sales revenue generated by these products will be insufficient to cover the minimum guaranteed royalties or other commitments;
|
•
|
the concentration of the Company's customers, potentially increasing the negative impact to the Company of difficulties, including bankruptcies, experienced by any of the Company's customers or changes in their purchasing or selling patterns;
|
•
|
an adverse change in purchasing policies or promotional programs, or the bankruptcy or other economic difficulties or lack of success, of one or more of the Company's significant retailers comprising its relatively concentrated retail customer base, which could negatively impact the Company's revenues or bad debt exposure;
|
•
|
the impact of the bankruptcy of Toys“R”Us in the U.S., Canada and the U.K., and the subsequent liquidation of the Toys“R”Us business in the U.S. and the U.K., as well as the economic difficulty of Toys“R”Us in other markets, or the bankruptcy or lack of success of a smaller retail customer of the Company, such as Sears Holdings Corporation, any of which could negatively impact the Company’s revenues, result in lost sales to customers, create bad debt expense and create other challenges for the Company and its financial performance as the Company attempts to recapture this lost business through other customers or channels, and any inability or delay of the Company in recapturing all of the lost business;
|
•
|
uncertainty as to the future of the Toys“R”Us business elsewhere in the world, and associated reductions in sales to Toys“R”Us;
|
•
|
the Company's ability to generate sales during the second half of the year, particularly during the relatively brief holiday shopping season, which is the period in which the Company derives a substantial portion of its revenues and earnings;
|
•
|
the inventory policies of the Company's retail and e-commerce customers, including potential decisions to lower their inventories, even if it results in lost sales, as well as the concentration of the Company's revenues in the second half of the year, which coupled with reliance by retailers on quick response inventory management techniques, increases the risk of underproduction of popular items, overproduction of less popular items and failure to achieve compressed shipping schedules;
|
•
|
the impact of retail inventory overhang in one or more of our key markets, which can reduce purchases of our products from our customers and lower our revenues and profitability;
|
•
|
our ability to evolve our business quickly and efficiently to respond to the challenges of today’s converged retail environment;
|
•
|
work stoppages or disruptions which may impact the Company's ability to manufacture or deliver products in a timely and cost-effective manner;
|
•
|
the ability of the Company to successfully develop, produce and distribute movies under its relationship with Paramount Pictures Corporation, and consumer interest in those movies and related merchandise;
|
•
|
consumer interest in and acceptance of programming and entertainment created by Hasbro Studios and/or Allspark Pictures, as well as products related to such programming and entertainment, and other factors impacting the financial performance of Hasbro Studios, Allspark Pictures and the Discovery Family Channel;
|
•
|
the ability to develop and distribute compelling entertainment, including television, movies and digital content, based on our brands, in a timely and financially profitable manner, and the success of that entertainment in driving consumer interest in and engagement with our brands;
|
•
|
the risk that anticipated benefits of acquisitions or investments may not occur, or may be delayed or reduced in their realization; specifically, in the case of our proposed acquisition of Entertainment One, the Company faces risks and uncertainties as to whether the transaction will be completed in a timely manner or at all; uncertainty as to whether the conditions precedent to completion of the transaction, including applicable regulatory approvals, will be satisfied in a timely manner, on expected terms or at all; uncertainty as to whether the Company will achieve the expected benefits and synergies from the transaction within the anticipated time frame or at all; risks of unexpected costs, liabilities or delays; integration difficulties, including the ability to retain key personnel and to effectively manage a significantly expanded business following the completion of the transaction; risks relating to the Company’s ability to complete financings on satisfactory terms or at all; risks relating to the additional indebtedness that Hasbro may incur in connection with the transaction; risks related to fluctuations in foreign exchange rates, particularly given that the purchase price for the proposed acquisition is denominated in pounds sterling; other unexpected factors that may impact or alter Hasbro’s anticipated business plans, strategies and objectives if the transaction is completed; and the effect of the announcement, pendency or consummation of the transaction on customers, employees, suppliers, partners and operating results, including the diversion of our management’s time and resources;
|
•
|
the ability of the Company to hire and retain key officers and employees who are critical to the Company's success;
|
•
|
the ability of the Company to successfully protect its intellectual property rights;
|
•
|
the costs of complying with product safety and consumer protection requirements worldwide, including the risk that greater regulation in the future may increase such costs, may require changes in the Company's products and/or may impact the Company's ability to sell some products in particular markets in the absence of making changes to such products;
|
•
|
the risk that one of the Company's third-party manufacturers will not comply with applicable labor, consumer protection, product safety or other laws or regulations, or with aspects of the Company's Global Business Ethics Principles, and that such noncompliance will not be promptly detected, either of which could cause damage to the Company's reputation, harm sales of its products, result in product recalls and potentially create other liabilities for the Company;
|
•
|
the risk the Company will lose rights to a significant licensed property or properties, which will harm the Company's revenues and earnings;
|
•
|
the risk that the Company may face product recalls or product liability suits relating to products it manufactures or distributes which may have significant direct costs to the Company and which may also harm the reputation of the Company and its products, potentially harming future product sales;
|
•
|
the impact of competition on revenues, margins and other aspects of the Company's business, including the ability to offer Company products which consumers choose to buy instead of competitor’s products, the ability to secure, maintain and renew popular licenses and the ability to attract and retain employees;
|
•
|
the risk that any litigation or arbitration disputes or government and regulatory investigations could entail significant resources and expense and result in significant fines or other harm to the Company's business or reputation;
|
•
|
the Company's ability to maintain or obtain external financing on terms acceptable to it in order to meet working capital needs;
|
•
|
the risk that one or more of the counterparties to the Company's financing arrangements may experience financial difficulties or otherwise be unable or unwilling to allow the Company to access financing under such arrangements;
|
•
|
unforeseen circumstances, such as severe softness in or collapse of the retail and/or banking environment that may result in a significant decline in revenues and operating results of the Company, thereby causing the Company to be in non-compliance with its debt covenants and the Company being unable to utilize borrowings under its revolving credit facility, a circumstance likely to occur when operating shortfalls would result in the Company being in the greatest need of such supplementary borrowings;
|
•
|
market conditions, third party actions or approvals, the impact of competition and other factors that could delay or increase the cost of implementation of the Company's programs, or alter the Company's actions and reduce actual results;
|
•
|
the risk that the Company may be subject to governmental penalties, fines, sanctions or additional taxes for failure to comply with applicable laws or regulations in any of the markets in which it operates, or that governmental regulations or requirements will require changes in the manner in which the Company does business and/or increase the costs of doing business;
|
•
|
failure to operate our information systems and implement new technology effectively, as well as maintain the systems and processes designed to protect our electronic data and the data of our customers, consumers and employees, including the damage that could result from a breach of any of that data;
|
•
|
changes in, or different interpretations of, income tax laws and rules, and changes in our geographic operating results, may impact our effective tax rate;
|
•
|
the risk that the Company's reported goodwill may become impaired, requiring the Company to take a charge against its income;
|
•
|
changes in regulations, increased costs and/or economic uncertainty associated with the U.K. vote to leave the European Union (“EU”), commonly referred to as Brexit, which may make it more difficult and/or costly for us to supply products to the UK or other parts of the EU, harm our sales and lower the profitability of our business in the U.K. and the EU; or
|
•
|
other risks and uncertainties as are or may be detailed from time to time in the Company's public announcements and filings with the SEC, such as filings on Forms 8-K, 10-Q and 10-K.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
(a) Total
Number of
Shares (or
Units)
Purchased
|
|
(b)
Average
Price Paid
per Share
(or Unit)
|
|
(c) Total
Number of
Shares (or
Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
|
|
(d)
Maximum
Number (or
Approximate
Dollar
Value) of
Shares (or
Units) that
May Yet Be
Purchased
Under the
Plans or
Programs
|
||||||
July 2019
|
|
|
|
|
|
|
|
||||||
7/1/19 – 7/28/19
|
9,500
|
|
|
$
|
104.85
|
|
|
9,500
|
|
|
$
|
368,350,052
|
|
August 2019
|
|
|
|
|
|
|
|
||||||
7/29/19 – 9/1/19
|
4,845
|
|
|
$
|
104.76
|
|
|
4,845
|
|
|
$
|
367,842,467
|
|
September 2019
|
|
|
|
|
|
|
|
||||||
9/2/19 – 9/29/19
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
367,842,467
|
|
Total
|
14,345
|
|
|
$
|
104.82
|
|
|
14,345
|
|
|
$
|
367,842,467
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
HASBRO, INC.
|
|
(Registrant)
|
|
|
Date: October 22, 2019
|
By: /s/ Deborah Thomas
|
|
Deborah Thomas
|
|
|
|
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Hasbro, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Brian Goldner
|
|
Brian Goldner
Chairman and Chief
Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Hasbro, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Deborah Thomas
|
|
Deborah Thomas
Executive Vice President and
Chief Financial Officer
|
1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019, as filed with the Securities and Exchange Commission (the “10-Q Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Company's 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Brian Goldner
Brian Goldner
Chairman and Chief Executive Officer of Hasbro, Inc.
|
1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019, as filed with the Securities and Exchange Commission (the “10-Q Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Company's 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Deborah Thomas
Deborah Thomas
Executive Vice President and Chief Financial Officer of Hasbro, Inc.
|